BVF group details large Immunic (IMUX) pre-funded and common warrants
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
IMMUNIC, INC. received an initial ownership report from a group of BVF-affiliated investment funds and Mark N. Lampert, jointly filing a Form 3 as reporting persons. They disclose holdings of common stock as well as multiple series of pre-funded warrants and common warrants tied to Immunic shares.
The reporting persons hold 2024, 2025 and 2026 pre-funded warrants that are immediately exercisable for an aggregate of 8,580,151, 13,335,000 and 53,257,500 shares of common stock, each at an exercise price of $0.0001 per share. These pre-funded warrants do not expire but cannot be exercised if such exercise would push their beneficial ownership above 9.9% or 9.99% of Immunic’s outstanding common stock, as specified for each series.
They also hold common warrants exercisable for an aggregate of 53,257,500 shares of common stock at an exercise price of $0.873220 per share following the issuer’s reverse stock split. These common warrants are exercisable until the earlier of 30 trading days after topline data from Immunic’s Phase 3 ENSURE trials, immediately upon certain exercises of the 2026 pre-funded warrants, or February 17, 2031, and are likewise subject to a 9.99% beneficial ownership cap. Each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
15 transactions reported
Mixed
15 txns
Insider
BVF PARTNERS L P/IL, BIOTECHNOLOGY VALUE FUND L P, BVF I GP LLC, BIOTECHNOLOGY VALUE FUND II LP, BVF II GP LLC, Biotechnology Value Trading Fund OS LP, BVF Partners OS Ltd., BVF GP HOLDINGS LLC, BVF INC/IL, LAMPERT MARK N
Role
Director | Director | Director | Director | Director | Director | Director | Director | Director | Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Common Stock, $0.0001 par value | -- | -- | -- |
| holding | Common Stock, $0.0001 par value | -- | -- | -- |
| holding | Common Stock, $0.0001 par value | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrants to Purchase Common Stock — 4,496,000 shares (Direct);
Warrants to Purchase Common Stock — 28,797,932 shares (Direct);
Common Stock, $0.0001 par value — 4,135,956 shares (Direct)
Footnotes (1)
- This Form 3 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the general parter of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. The Reporting Persons hold certain Pre-Funded Warrants (the "2024 Pre-Funded Warrants") exercisable for an aggregate of 8,580,151 shares of Common Stock. The 2024 Pre-Funded Warrants do not expire and have an exercise price of $0.0001 per share. The 2024 Pre-Funded Warrants are exercisable immediately, except that the 2024 Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.9% of the shares of Common Stock outstanding. The Reporting Persons hold certain Pre-Funded Warrants (the "2025 Pre-Funded Warrants") exercisable for an aggregate of 13,335,000 shares of Common Stock. The 2025 Pre-Funded Warrants do not expire and have an exercise price of $0.0001 per share. The 2025 Pre-Funded Warrants are exercisable immediately, except that the 2025 Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding. The Reporting Persons hold certain Pre-Funded Warrants (the "2026 Pre-Funded Warrants") exercisable for an aggregate of 53,257,500 shares of Common Stock. The 2026 Pre-Funded Warrants do not expire and have an exercise price of $0.0001 per share. The 2026 Pre-Funded Warrants are exercisable immediately, except that the 2026 Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding. The Reporting Persons hold certain Warrants (the "Common Warrants") exercisable for an aggregate of 53,257,500 shares of Common Stock. The Common Warrants are exercisable at a price $0.873220 per share of Common Stock following the completion of the Issuer's reverse stock split until the earlier of (i) 30 trading days following the date of the Issuer's initial public announcement of topline data from its Phase 3 ENSURE trials (for the avoidance of doubt, the later date of the initial public announcement of topline data from ENSURE-1 or ENSURE-2, if announced separately) (the "Topline Data Announcement"), (ii) immediately upon the exercise of the 2026 Pre-Funded Warrants if such exercise of 2026 Pre-Funded Warrants is prior to the Topline Data Announcement, provided that if the 2026 Pre-Funded Warrant is not exercised in full, the Common Warrant expires proportionally only to the extent the 2026 Pre-Funded Warrant is exercised, and (iii) February 17, 2031. The Common Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding.
FAQ
What does the BVF group report in its Form 3 for IMMUNIC (IMUX)?
The BVF-affiliated funds and Mark N. Lampert jointly report initial beneficial ownership of Immunic common stock plus several large tranches of pre-funded warrants and common warrants, all tied to Immunic shares and subject to specific exercise prices, timelines, and ownership limits.
What are the key terms of the common warrants held by BVF in Immunic (IMUX)?
The common warrants are exercisable for 53,257,500 Immunic shares at $0.873220 per share following the reverse stock split. They expire at the earlier of 30 trading days after topline Phase 3 ENSURE data, certain 2026 pre-funded warrant exercises, or February 17, 2031, and include a 9.99% ownership cap.
What ownership limits apply to BVF’s Immunic pre-funded and common warrants?
Each pre-funded warrant series and the common warrants include caps preventing exercises that would push the reporting persons’ beneficial ownership above 9.9% or 9.99% of Immunic common stock outstanding, effectively restricting how much of each warrant class can be exercised at a given time.
Do BVF and Mark N. Lampert fully own all Immunic securities reported on this Form 3?
The filing states each reporting person disclaims beneficial ownership of the reported Immunic securities except to the extent of his or its pecuniary interest. Various BVF entities directly hold the securities, while related general partners, managers, and Mr. Lampert may be deemed to share beneficial ownership.